Disclosures on websites of listed companies mandated by SEC

Transparency starts with appropriate and timely disclosures. Currently, disclosures by publicly listed companies are submitted for publishing to the Philippine Stock Exchange and Philippine Securities and Exchange Commission (SEC). The Philippine SEC is now requiring all publicly-listed companies to include all of their disclosures in their company websites.

Pursuant to SEC Memorandum Circular No. 11, Series of 2014, a notice was issued by the SEC on June 5, 2014 dated June 2, 2014 requiring all publicly-listed companies to:

include all company disclosures in their company websites

post all periodic reports on their due dates

post minutes of general and special meeting five (5) days from the actual date of the said meeting

On May 28, 2014, the posted in its website Memorandum Circular No. 11, Series of 2014 dated May 26, 2014 that sets forth template for publicly-listed companies website. This is pursuant to the Commission’s drive to promote a better corporate governance environment for publicly-listed companies.

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Following are the information required under their respective recommended topic headings to be included in all PLC’s websites:

HOME

Our Business

The Company’s Business Operation

Our Company

The Company’s Corporate and Business Profile;

The Company’s Mission, Vision and Values;

The Company’s Board of Directors, Management Team and Executive Officers;

The Company’s Organizational Chart;

The Company’s Conglomerate Map or Group Corporate Structure;

The Company’s Shareholdings Structure; and

The Company’s Articles of Incorporation and By-Laws and all amendments thereto

CORPORATE GOVERNANCE

Manual on Corporate Governance

Code of Business Conduct and Ethics

Annual Corporate Governance Report (ACGR)

ACGR for 2012;

Updates on Changes as of December 31, 2013;

Consolidated Changes in the ACGR for 2013;

Updates on Changes as of present date; and

Consolidated Changes in the ACGR for 2014 and so on and so forth until ACGR is required

Board Committees

Board Committees

Board Committee Members; and

Board Committee Charters

Corporate Social Responsibility

The Company’s Corporate Social Responsibility initiatives

Enterprise Risk Management

The Company’s Risk Management System

Company’s Policies

Whistle-blowing Policy;

Conflict of Interest Policy;

Insider Trading Policy;

Related Party Transactions Policy;

Policy and Data Relating to Health, Safety and Welfare of Employees, including company sponsored trainings.

COMPANY DISCLOSURES

SEC Filings

SEC Form 17-A (Annual Report);

SEC Form 17-Q (Quarterly Report);

SEC Form 17-C (Current Report);

SEC Form 20-IS (Information Statement);

SEC Form 23-A/B (Statement of Beneficial Ownership);

General Information Sheet

Notice of Annual or Special Stockholders’ Meetings

Minutes of all General or Special Stockholders’Meetings

Other Disclosures to SEC, PSE and Other Pertinent Agencies

PRESS MATERIALS/NEWS

Materials provided in briefing to analysts and media

INVESTOR RELATIONS

Investor Relations Programs

Share Information

Total Outstanding Shares;

Exchange where Listed; and

Top 20 Stockholders

All required information must be retained in the company’s website for a period of five (5) years. The website template is deemed as a minimum requirement for publicly-listed companies and any item/s could be added or removed therefrom any time the needs arises.

SEC Memorandum Circular No 11, Series of 2014 is effective immediately.

With this requirement of the SEC, stakeholders will have an easy, one-stop-shop access to the Company’s information right from the public companies websites. This promotes transparency and accessibility of useful information to the general investing public.

On the part of the companies, these means they should customize their websites to fit in all those required information as prescribed by Memorandum Circular No. 11, Series of 2014. Aside from submission to the SEC, companies are now required to post the information to their websites.

The question now is – how will the SEC monitor the compliance on these requirements, especially that reports are posted in domains under listed company’s control?

Disclaimer: Opinions expressed in this article are that of the author and information provided are for general conceptual guidance for public information and are not substitute for expert advice. Contact support@philcpa.org for more information and if you want to avail professional services. Find us on Facebook!

Orlando CalundanOrlando Calundan is a CPA who has exposures in FS audit of entities in various industries such as real estate, food/restaurants, manufacturing, service organizations and BPOs, automotive, holding/investment companies and more. He also has exposure on internal audit engagements.